Exhibit 10.2


 





 








EXECUTION
VERSION


 










 






 


GS
MORTGAGE SECURITIES CORPORATION II,



PURCHASER


 


and


 


CANTOR
COMMERCIAL REAL ESTATE LENDING, L.P.,



SELLER


 


MORTGAGE
LOAN PURCHASE AGREEMENT



Dated as of November 1, 2015


 




Series 2015-GS1


 





 



 



    	 



     

    




 





This
Mortgage Loan Purchase Agreement (“Agreement”), dated as of November 1, 2015, is between GS Mortgage Securities
Corporation II, a Delaware corporation, as purchaser (in such capacity, the “Purchaser”), and Cantor Commercial
Real Estate Lending, L.P., a Delaware limited partnership, as seller (the “Seller”).


 


Capitalized
terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation
II, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (the “Master Servicer”), Wells Fargo Bank, National Association, as special
servicer (in such capacity, the “Special Servicer”), Situs Holdings, LLC, as operating advisor, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Wilmington Trust, National Association, as trustee (the “Trustee”), pursuant to which the Purchaser will
transfer the Mortgage Loans (as defined herein), together with certain other mortgage loans, to a trust fund and certificates
representing ownership interests in the Mortgage Loans, together with the other mortgage loans, will be issued by the trust fund
(the “Trust Fund”). In exchange for the Mortgage Loans and the other mortgage loans, the Trust Fund will issue
to or at the direction of the Depositor certificates to be known as GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1 (collectively, the “Certificates”). For purposes of this Agreement,
“Mortgage Loans” refers to the mortgage loans listed on Exhibit A and “Mortgaged Properties”
refers to the properties securing such Mortgage Loans.


 


The
Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration
of the premises and the mutual agreements hereinafter set forth, agree as follows:


 


SECTION
1      Sale and Conveyance of Mortgages; Possession
of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except
as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit
A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or
with respect to the Mortgage Loans after the Cut-Off Date, (excluding payments of principal, interest and other amounts due and
payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related
Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage
File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect
to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and
immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”)
to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of November 16,
2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell
certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers”
and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of November
16, 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers.


 



    	 



     

    




 


The
sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As
consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller
or at the Seller’s direction $134,537,879.88, plus accrued interest on the Mortgage Loans from and including December 1, 2015
to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters
and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible).


 


The
purchase and sale of the Mortgage Loans shall take place on the Closing Date.


 


SECTION
2      Books and Records; Certain Funds Received
After the Cut-Off Date. From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage and
each Note shall be transferred to the Trustee subject to and in accordance with this Agreement. Any funds due after the Cut-Off
Date in connection with a Mortgage Loan received by the Seller shall be held in trust on behalf of the Trustee (for the benefit
of the Certificateholders) as the owner of such Mortgage Loan and shall be transferred promptly to the Certificate Administrator.
All scheduled payments of principal and interest due on or before the Cut-Off Date but collected after the Cut-Off Date, and all
recoveries and payments of principal and interest collected on or before the Cut-Off Date (only in respect of principal and interest
on the Mortgage Loans due on or before the Cut-Off Date and principal prepayments thereon), shall belong to, and shall be promptly
remitted to, the Seller.


 


The
transfer of each Mortgage Loan shall be reflected on the Seller’s balance sheets and other financial statements as the sale
of such Mortgage Loan by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser
as a sale for tax purposes. Following the transfer of the Mortgage Loans by the Seller to the Purchaser, the Seller shall not
take any actions inconsistent with the ownership of the Mortgage Loans by the Purchaser and its assignees.


 


The
transfer of each Mortgage Loan shall be reflected on the Purchaser’s balance sheets and other financial statements as the
purchase of such Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage
Loan from the Seller as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a
set of records for each Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan
by the Seller to the Purchaser pursuant to this Agreement.


 


SECTION
3     Delivery of Mortgage Loan Documents;
Additional Costs and Expenses. (a)  The Purchaser hereby directs the Seller, and the Seller hereby agrees, such
agreement effective upon the transfer of the Mortgage Loans contemplated herein, to deliver to or deposit with (or cause to be
delivered to or deposited with) the Custodian (on behalf of the Trustee), with copies to be delivered to the Master Servicer and
the Special Servicer, respectively, on the dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all documents,
instruments and agreements required to be delivered by the Purchaser, or contemplated to be delivered by the Seller (whether at
the direction of the Purchaser or otherwise), to the Custodian, the Master Servicer and the Special Servicer, as applicable, with


 



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respect to the Mortgage Loans under Section 2.01 of the Pooling and Servicing Agreement, and meeting all the requirements
of such Section 2.01 of the Pooling and Servicing Agreement; provided that the Seller shall not be required to deliver
any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets,
memoranda, communications or evaluations.


 


With
respect to letters of credit, the Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original
(or copy, if such original has been submitted by the Seller to the issuing bank to effect an assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of the Certificateholders
and, if applicable, the related Serviced Companion Loan Holder, that may be required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced
Companion Loan Holder, in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the Seller shall
be deemed to have satisfied any such delivery requirements by delivering with respect to any letter(s) of credit a copy thereof
to the Custodian together with an Officer’s Certificate of the Seller certifying that such document has been delivered to
the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit
pursuant to Section 2.01(b) of the Pooling and Servicing Agreement. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit
of the Certificateholders and, if applicable, the related Serviced Companion Loan Holder, in accordance with the applicable terms
thereof and/or of the related Loan Documents, the Seller shall deliver the appropriate assignment or amendment documents (or copies
of such assignment or amendment documents if the Seller has submitted the originals to the related issuer of such letter of credit
for processing) to the Master Servicer within 90 days of the Closing Date. The Seller shall pay any costs of assignment or amendment
of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee
for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Loan Holder and shall cooperate with
the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw
under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by
the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced
Companion Loan Holder.


 


(b)           
The Seller shall deliver to and deposit (or cause to be delivered to and deposited) with the Master Servicer within
five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise
required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage
Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset
summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates)
or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans or holders of interests therein and (C) are
in the possession or under the control of the Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession
or under control of the Seller that relate to the Mortgage Loans, together with a statement indicating which Escrow Payments and
reserve funds are allocable to each Mortgage Loan, provided that copies of any document in


 



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the Mortgage File and any other
document, record or item referred to above in this sentence that constitutes a Designated Servicing Document shall be delivered
to the Master Servicer on or before the Closing Date; provided that the Seller shall not be required to deliver any draft
documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda,
communications or evaluations.


 


(c)            
With respect to any Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related
comfort letter in favor of the Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document
or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit
of the Certificateholders, the Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required
by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor
for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include
such document in the related Mortgage File), the Master Servicer and the Special Servicer, and the Master Servicer shall use reasonable
efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any
such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Master Servicer shall,
as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document
or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


 


SECTION
4     Treatment as a Security Agreement.
Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and
to the Mortgage Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge
and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does
hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the
Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-Off Date, all other payments made
in respect of such Mortgage Loans after the Cut-Off Date (and, in any event, excluding scheduled payments of principal and interest
due on or before the Cut-Off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating
and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.


 


SECTION
5      Covenants of the Seller. The Seller
covenants with the Purchaser as follows:


 


(a)            
it shall cause Anderson McCoy & Orta, P.C. (“AMO”) to record and file in the appropriate public
recording office for real property records or UCC financing statements, as appropriate (or, with respect to any assignments that
the Custodian has agreed to record or file pursuant to the Pooling and Servicing Agreement, deliver to the Custodian for such
purpose and


 



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cause the Custodian to record and file), each related assignment of Mortgage and assignment of assignment of leases,
rents and profits and each related UCC-3 financing statement referred to in the definition of Mortgage File from the Seller to
the Trustee as and to the extent contemplated under Section 2.01(c) of the Pooling and Servicing Agreement. All out of pocket
costs and expenses relating to the recordation or filing of such assignments, assignments of Mortgage and financing statements
shall be paid by the Seller. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect
or cause such defect to be cured, as the case may be, and the Seller shall record or file, or cause AMO to record or file, such
substitute or corrected document or instrument or, with respect to any assignments that the Custodian has agreed to record or
file pursuant to the Pooling and Servicing Agreement, deliver such substitute or corrected document or instrument to the Custodian
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, the then holder of such Mortgage Loan);


 


(b)           
as to each Mortgage Loan, if the Seller cannot deliver or cause to be delivered the documents and/or instruments referred
to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File” in the Pooling and Servicing
Agreement solely because of a delay caused by the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as applicable, it shall forward to the Custodian a copy of the original certified by the
Seller to be a true and complete copy of the original thereof submitted for recording. The Seller shall cause each assignment
referred to in Section (5)(a) above that is recorded and the file copy of each UCC-3 assignment referred to in Section
(5)(a) above to reflect that it should be returned by the public recording or filing office to the Custodian or its agent
following recording (or, alternatively, to the Seller or its designee, in which case the Seller shall deliver or cause the delivery
of the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances where the
public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Seller shall obtain
therefrom and deliver to the Custodian a certified copy of the recorded original. On a monthly basis, at the expense of the Seller,
the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s
receipt thereof;


 


(c)            it
shall take any action reasonably required by the Purchaser, the Certificate Administrator, the Trustee or the Master Servicer
in order to assist and facilitate the transfer of the servicing of the Mortgage Loans to the Master Servicer, including effectuating
the transfer of any letters of credit with respect to any Mortgage Loan to the Master Servicer on behalf of the Trustee for the
benefit of Certificateholders. Prior to the date that a letter of credit with respect to any Mortgage Loan is transferred to the
Master Servicer, the Seller will cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable,
in connection with effectuating a draw under such letter of credit as required under the terms of the related Loan Documents;


 


(d)            the Seller shall provide the Master Servicer the initial data with respect to each Mortgage Loan for the CREFC®
Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer
pursuant to the Pooling and Servicing Agreement and the Supplemental Servicer Schedule;


 



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(e)            if
(during the period of time that the Underwriters are required, under applicable law, to deliver a prospectus related to the Public
Certificates in connection with sales of the Public Certificates by an Underwriter or a dealer) the Seller has obtained actual
knowledge of undisclosed or corrected information related to an event that occurred prior to the Closing Date, which event causes
there to be an untrue statement of a material fact with respect to the Seller Information in the Prospectus Supplement dated November
17, 2015 relating to the Public Certificates, the annexes and exhibits thereto and the DVD delivered therewith, or the Offering
Circular dated November 17, 2015 relating to the Private Certificates, the annexes and exhibits thereto and the DVD delivered
therewith (collectively, the “Offering Documents”), or causes there to be an omission to state therein a material
fact with respect to the Seller Information required to be stated therein or necessary to make the statements therein with respect
to the Seller Information, in the light of the circumstances under which they were made, not misleading, then the Seller shall
promptly notify the Dealers and the Depositor. If as a result of any such event the Dealers’ legal counsel determines that
it is necessary to amend or supplement the Offering Documents in order to correct the untrue statement, or to make the statements
therein, in the light of the circumstances when the Offering Documents are delivered to a purchaser, not misleading, or to make
the Offering Documents in compliance with applicable law, the Seller shall (to the extent that such amendment or supplement solely
relates to the Seller Information) at the expense of the Seller, do all things reasonably necessary to assist the Depositor to
prepare and furnish to the Dealers, such amendments or supplements to the Offering Documents as may be necessary so that the Seller
Information in the Offering Documents, as so amended or supplemented, will not contain an untrue statement, will not, in the light
of the circumstances when the Offering Documents are delivered to a purchaser, be misleading and will comply with applicable law.
(All terms under this clause (e) and not otherwise defined in this Agreement shall have the meanings set forth in the Indemnification
Agreement, dated as of November 16, 2015, among the Underwriters, the Initial Purchasers, the Seller and the Purchaser (the “Indemnification
Agreement” and, together with this Agreement, the “Operative Documents”)); and


 


(f)          
for so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, the Seller shall provide the
Depositor and the Certificate Administrator with any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and
any Form 8-K Disclosure Information indicated on Exhibit U, Exhibit V and Exhibit Z to the Pooling and Servicing
Agreement, to the extent contemplated to be provided by the Seller, within the time periods set forth in the Pooling and Servicing
Agreement; provided that, in connection with providing Additional Form 10-K Disclosure and the Seller’s reporting
obligations under Item 1119 of Regulation AB, upon reasonable request by the Seller, the Purchaser shall provide the Seller with
a list of all parties to the Pooling and Servicing Agreement and any other Servicing Function Participant.


 


SECTION
6      Representations and Warranties.


 


(a)            The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:


 


(i)             The
Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware
with full power and authority to own its assets and conduct its business, is duly qualified as a foreign organization in good


 



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standing in all jurisdictions to the extent such qualification is necessary to hold and sell the Mortgage Loans or otherwise
comply with its obligations under this Agreement except where the failure to be so qualified would not have a material adverse
effect on its ability to perform its obligations hereunder, and the Seller has taken all necessary action to authorize the execution
and delivery of, and performance under, the Operative Documents and has duly executed and delivered each Operative Document, and
has the power and authority to execute, deliver and perform under each Operative Document and all the transactions contemplated
hereby and thereby, including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the
Mortgage Loans in accordance with this Agreement;


 


(ii)            Assuming
the due authorization, execution and delivery of this Agreement by the Purchaser, this Agreement will constitute a legal, valid
and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement
may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement
of creditors’ rights generally, (B) general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and (C) public policy considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification
for securities laws liabilities;


 


(iii)           The
execution and delivery of each Operative Document by the Seller and the performance of its obligations hereunder and thereunder
will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in a breach
of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller’s organizational documents
or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the
Seller, or result in the creation or imposition of any lien on any of the Seller’s assets or property, in each case, which
would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents;


 


(iv)           There is no action, suit, proceeding or investigation pending or, to the Seller’s knowledge, threatened against the
Seller in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect
the validity of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document;


 


(v)            The
Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that, in the Seller’s good faith and reasonable
judgment, is likely to materially and adversely affect the condition (financial or other) or operations of the Seller or its properties
or might have consequences that, in the Seller’s good faith and reasonable judgment, is likely to materially and adversely
affect its performance under any Operative Document;


 



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(vi)            No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the
transactions contemplated hereby or thereby, other than those which have been obtained by the Seller;


 


(vii)          The
transfer, assignment and conveyance of the Mortgage Loans by the Seller to the Purchaser is not subject to bulk transfer laws
or any similar statutory provisions in effect in any applicable jurisdiction; and


 


(viii)         
Except for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving
a comparison of information in loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans
(the “Accountant’s Due Diligence Report”), the Seller has not obtained (and, through and including the
Closing Date, will not obtain) any “third party due diligence report” (as defined in Rule 15Ga-2 under the Exchange
Act) in connection with the transactions contemplated herein and in the Offering Documents and, except for the accountants with
respect to the Accountants’ Due Diligence Report, the Seller has not employed (and, through and including the Closing Date,
will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning
of Rule 17g-10 under the Exchange Act in connection with the transactions contemplated herein and in the Offering Documents. 
The Seller further represents and warrants that no portion of the Accountant’s Due Diligence Report contains, with respect
to the information contained therein with respect to the Mortgage Loans, any names, addresses, other personal identifiers or zip
codes with respect to any individuals, or any other personally identifiable or other information that would be associated with
an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of
the Gramm-Leach-Bliley Financial Services Modernization Act of 1999. The Underwriters and Initial Purchasers are third-party beneficiaries
of the provisions set forth in this Section 6(a)(viii).


 


(b)            The Purchaser represents and warrants to the Seller as of the Closing Date that:


 


(i)            
The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation
in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not have a material adverse effect on the ability of the
Purchaser to perform its obligations hereunder, and the Purchaser has taken all necessary action to authorize the execution, delivery
and performance of this Agreement by it, and has duly executed and delivered this Agreement, and has the power and authority to
execute, deliver and perform this Agreement and all the transactions contemplated hereby;


 



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(ii)            
Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement will constitute
a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);


 


(iii)           
The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder will not
conflict with any provision of any law or regulation to which the Purchaser is subject, or conflict with, result in a breach of,
or constitute a default under, any of the terms, conditions or provisions of any of the Purchaser’s organizational documents
or any agreement or instrument to which the Purchaser is a party or by which it is bound, or any order or decree applicable to
the Purchaser, or result in the creation or imposition of any lien on any of the Purchaser’s assets or property, in each
case which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this
Agreement;


 


(iv)          
There is no action, suit, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against
the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely
affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement;


 


(v)            The
Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially
and adversely affect its performance under any Operative Document;


 


(vi)           No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with this Agreement or the consummation of the transactions
contemplated by this Agreement other than those that have been obtained by the Purchaser; and


 


(vii)          The
Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions
of the Accountant’s Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, and any other rules
and regulations of the Securities and Exchange Commission and the Exchange Act; (B) provided a copy of the final draft of each
such Form 15G to the Underwriters and the Initial Purchasers at least 6 Business Days before the first sale in the offering contemplated
by the Offering Documents; and (C) furnished each such Form 15G to the Securities and Exchange Commission on EDGAR at least 5
Business Days before the


 



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first sale in the offering contemplated by the Offering Documents as required by Rule 15Ga-2.


 


(c)            The
Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B to this Agreement
as of the Cut-Off Date or such other date set forth in Exhibit B to this Agreement, which representations and warranties
are subject to the exceptions thereto set forth in Exhibit C to this Agreement.


 


(d)           
Pursuant to the Pooling and Servicing Agreement, if (i) any party thereto discovers or receives notice alleging that any
document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not
conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear
to be regular on its face (each, a “Document Defect”), or discovers or receives notice alleging a breach of
any representation or warranty of the Seller made pursuant to Section 6(c) of this Agreement with respect to any Mortgage
Loan (a “Breach”) or (ii) the Special Servicer or the Purchaser receives a Repurchase Request, then such party
is required to give prompt written notice thereof to the Seller.


 


(e)             Pursuant
to the Pooling and Servicing Agreement, the Special Servicer is required to determine whether any such Document Defect or Breach
with respect to any Mortgage Loan materially and adversely affects, or such Document Defect is deemed in accordance with Section 2.03
of the Pooling and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan or any related REO Property
or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage (any such Document
Defect shall constitute a “Material Document Defect” and any such Breach shall constitute a “Material
Breach”). If such Document Defect or Breach has been determined to be a Material Document Defect or Material Breach,
then the Special Servicer will be required to give prompt written notice thereof to the Seller. Promptly upon becoming aware of
any such Material Document Defect or Material Breach (including through a written notice given by the Master Servicer or the Special
Servicer, as provided above if the Document Defect or Breach identified therein is a Material Document Defect or Material Breach,
as the case may be), the Seller shall, not later than 90 days from the earlier of the Seller’s discovery or receipt of notice
of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may
be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a “qualified
mortgage” within the meaning of the REMIC Provisions, not later than 90 days from any party discovering such Material Document
Defect or Material Breach), cure the same in all material respects (which cure shall include payment of any losses and Additional
Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot
be cured within such 90 day period, the Seller shall either (i) repurchase the affected Mortgage Loan or any related REO Property
(or the Trust Fund’s interest therein) at the applicable Purchase Price by wire transfer of immediately available funds
to the Collection Account or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that
in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer,
for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith; provided, however,
that if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii)
such Material Document


 



    	-10-



     

    




 


Defect or Material Breach is not related to any Mortgage Loan’s not
being a “qualified mortgage” within the meaning of the REMIC Provisions and (iii) the Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day period, then the Seller
shall have an additional 90 days to complete such cure, or, in the event of a failure to so cure, to complete such repurchase
of the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above (it being understood and agreed
that, in connection with the Seller’s receiving such additional 90 day period, the Seller shall deliver an Officer’s
Certificate to the Trustee, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Document
Defect or Material Breach is not capable of being cured within the initial 90 day period and what actions the Seller is pursuing
in connection with the cure thereof and stating that the Seller anticipates that such Material Document Defect or Material Breach
will be cured within such additional 90 day period); and provided, further, that, if any such Material Document
Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of the
Seller to have received the recorded document, then the Seller shall be entitled to continue to defer its cure, repurchase or
substitution obligations in respect of such Document Defect so long as the Seller certifies to the Trustee, the Special Servicer
and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure
to have received the recorded document and that the Seller is diligently pursuing the cure of such defect (specifying the actions
being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months
following the Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released
basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence of a Breach or a Document Defect,
but if the Seller discovers a Material Breach or Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in
the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced, and received
by the Master Servicer or the Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including,
the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with
respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf
of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted
by the Master Servicer to the Seller effecting the related repurchase or substitution promptly following receipt.


 


Subject
to the Seller’s right to cure set forth above in this Section 6(e), and further subject to Sections 2.01(b) and 2.01(c)
of the Pooling and Servicing Agreement, failure of the Seller to deliver the documents referred to in clauses (1), (2), (7), (8),
(18) and (19) in the definition of “Mortgage File” in the Pooling and Servicing Agreement in accordance with this
Agreement and the Pooling and Servicing Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided,
however, that no Document Defect (except such deemed Material Document Defect described above) shall be considered to be
a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with
an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the


 



    	-11-



     

    




 


Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the Mortgage Loan or for any immediate significant servicing obligation.


 


(f)             In
connection with any repurchase or substitution of one or more Mortgage Loans pursuant to this Section 6, the Pooling
and Servicing Agreement shall provide that the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and
the Special Servicer shall each tender to the repurchasing entity, upon delivery to each of them of a receipt executed by the
repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File (including, without limitation,
the Servicing File) and other documents and all escrows and reserve funds pertaining to such Mortgage Loan possessed by it, and
each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate
to the repurchasing entity or its designee in the same manner, but only if the respective documents have been previously assigned
or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant
to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer
and reconveyance of the Mortgage Loan and the security therefor to the Seller or its designee; provided that such tender
by the Trustee and the Custodian shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an
Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied.


 


(g)            The
representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement
and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Notes
or Assignment of Mortgage or the examination of the Mortgage Files.


 


(h)            Each party hereto agrees to promptly notify the other party of any breach of a representation or warranty contained in
Section 6(c) of this Agreement. The Seller’s obligation to cure any Material Breach or Material Document Defect or
to repurchase, or substitute for, any affected Mortgage Loan pursuant to this Section 6 shall constitute the sole remedy
available to the Purchaser in connection with a breach of any of the Seller’s representations or warranties contained in
Section 6(c) of this Agreement or a Document Defect with respect to any Mortgage Loan.


 


(i)             The
Seller shall promptly notify the Depositor if (i) the Seller receives a Repurchase Communication of a Repurchase Request
(other than from the Depositor), (ii) the Seller repurchases or replaces a Mortgage Loan, (iii) the Seller receives
a Repurchase Communication of a Repurchase Request Withdrawal (other than from the Depositor) or (iv) the Seller rejects
or disputes any Repurchase Request. Each such notice shall be given no later than the tenth (10th) Business Day after (A) with
respect to clauses (i) and (iii) of the preceding sentence, receipt of a Repurchase Communication of a Repurchase Request or a
Repurchase Request Withdrawal, as applicable, and (B) with respect to clauses (ii) and (iv) of the preceding sentence, the occurrence
of the event giving rise to the requirement for such notice, and shall include (1) the identity of the related Mortgage Loan,
(2) the date (x) such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal was received, (y) the
related Mortgage Loan was repurchased or replaced or (z) the Repurchase Request was rejected or disputed, as applicable, and (3)
if known, the basis for (x) the Repurchase Request (as


 



    	-12-



     

    




 


asserted in the Repurchase Request) or (y) any rejection or dispute of
a Repurchase Request, as applicable.


 


The
Seller shall provide to the Depositor and the Certificate Administrator the Seller’s “Central Index Key” number
assigned by the Securities and Exchange Commission and a true, correct and complete copy of the relevant portions of any Form
ABS-15G that the Seller is required to file with the Securities and Exchange Commission pursuant to Rule 15Ga-1 under the Exchange
Act with respect to the Mortgage Loans on or before the date that is five (5) Business Days before the date such Form ABS-15G
is required to be filed with the Securities and Exchange Commission.


 


In
addition, the Seller shall provide the Depositor, upon request, such other information in its possession as would permit the Depositor
to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase
requests. Any such information requested shall be provided as promptly as practicable after such request is made.


 


The
Seller agrees that no 15Ga-1 Notice Provider will be required to provide information in a 15Ga-1 Notice that is protected by the
attorney-client privilege or attorney work product doctrines. In addition, the Seller hereby acknowledges that (i) any 15Ga-1
Notice provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement is so provided only to assist the Seller,
the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation
AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider
and (B) no information provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement by a 15Ga-1 Notice
Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice
Provider may have with respect to this Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1
Notice.


 


Each
party hereto agrees that the receipt of a 15Ga-1 Notice or the delivery of any notice required to be delivered pursuant to this
Section 6(i) shall not, in and of itself, constitute delivery of notice of, receipt of notice of, or knowledge of
the Seller of, any Material Document Defect or Material Breach.


 


Each
party hereto agrees and acknowledges that, as of the date of this Agreement, the “Central Index Key” number of the
Trust Fund is 0001656839.


 


“Repurchase
Communication” means, for purposes of this Section 6(i) only, any communication, whether oral or written, which
need not be in any specific form.


 


SECTION
7      Review of Mortgage File. The Purchaser
shall require the Certificate Administrator pursuant to the Pooling and Servicing Agreement to review the Mortgage Files pursuant
to Section 2.02 of the Pooling and Servicing Agreement and if it finds any document or documents not to have been properly
executed, or to be missing or to be defective on its face in any material respect, to notify the Purchaser, which shall promptly
notify the Seller.


 



    	-13-



     

    




 


SECTION
8      Conditions to Closing. The obligation
of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans
as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall
be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:


 


(a)            Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms
of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller
under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and
correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under
the terms of Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute
a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing
effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.


 


(b)            The
Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed
upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.


 


(c)            The
Purchaser shall have received the following additional closing documents:


 


(i)             copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all
amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the
Seller;


 


(ii)            
a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly
organized, existing and in good standing in the State of Delaware;


 


(iii)           
an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers
and each Rating Agency;


 


(iv)          
an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the
Underwriters, the Initial Purchasers and each Rating Agency; and


 


(v)            a
letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that
would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement,
the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), as of the
date thereof or as of the Closing Date (or, in the case of the Primary Free Writing Prospectus or the Preliminary Offering Circular,
solely as of the time of sale) contained or contain, as applicable, with respect to


 



    	-14-



     

    




 


the Seller or the Mortgage Loans, any untrue
statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller
Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive
in all material respects to the applicable requirements of Regulation AB.


 


(d)            The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement.
The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement.


 


(e)            The
Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.


 


(f)             The Seller shall furnish the Purchaser, the Underwriters and the Initial Purchasers with such other certificates of its
officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement
as the Purchaser and its counsel may reasonably request.


 


SECTION
9      Closing. The closing for the purchase
and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, New York, New York, at
10:00 a.m., on the Closing Date or such other place and time as the parties shall agree.


 


SECTION
10    Expenses. The Seller will pay its pro rata share (the Seller’s
pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-Off Date of all
the Mortgage Loans represents as to the aggregate principal balance as of the Cut-Off Date of all the mortgage loans to be included
in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including,
but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the
costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise
reproducing) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee,
the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public
accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and
the Certificates included in the Prospectus, Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Offering
Circular, the Final Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any
“comfort letters” with respect to such items; (v) the costs and expenses in connection with the qualification or exemption
of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel
in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates
for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable
fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise
reproducing) and delivering the Registration Statement, Prospectus, Primary Free Writing Prospectus, Prospectus Supplement, Preliminary
Offering Circular and Final Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters
of


 



    	-15-



     

    




 


such copies of the Registration Statement, Prospectus, Primary Free Writing Prospectus, Prospectus Supplement, Preliminary
Offering Circular, Final Offering Circular and this Agreement as the Underwriters may reasonably request; (viii) the fees
of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Cadwalader, Wickersham
& Taft LLP, as counsel to the Purchaser; and (x) the reasonable fees and expenses of Mayer Brown LLP, as counsel to the Underwriters
and the Initial Purchasers.


 


If
the Seller elects to exercise its rights under Section 11.15 of the Pooling and Servicing Agreement, then the Seller shall
pay the reasonable costs and expenses (if any) of the Depositor, Master Servicer, Special Servicer and Trustee resulting from
such parties’ obligations to cooperate with the Seller under Section 11.15 of the Pooling and Servicing Agreement.


 


SECTION
11    Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Furthermore, the parties
shall in good faith endeavor to replace any provision held to be invalid or unenforceable with a valid and enforceable provision
which most closely resembles, and which has the same economic effect as, the provision held to be invalid or unenforceable.


 


SECTION
12   Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


SECTION
13  Waiver of Jury Trial. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


SECTION
14   Submission to Jurisdiction. EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN


 



    	-16-



     

    




 


ANY OTHER MANNER PROVIDED BY LAW; AND (IV)
CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER
AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


SECTION
15    No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly set forth in Section 6(a)(viii) and Section 16.


 


SECTION
16   Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in
connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller
hereby acknowledges its obligations pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and their permitted successors
and assigns. Any Person into which the Seller may be merged or consolidated, or any Person resulting from any merger, conversion
or consolidation to which the Seller may become a party, or any Person succeeding to all or substantially all of the business
of the Seller, shall be the successor to the Seller hereunder without any further act. The warranties and representations and
the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to the Trustee until the termination of
the Pooling and Servicing Agreement, but shall not be further assigned by the Trustee to any Person.


 


SECTION
17    Notices. All communications hereunder shall be in writing
and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by facsimile
transmission to it at 200 West Street, New York, New York 10282, to the attention of Leah Nivison, fax number: (212) 428-1439,
email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne,
fax number: (212) 291-5318, email: joe.osborne@gs.com, (ii) if sent to the Seller, will be mailed, hand delivered, couriered
or sent by facsimile transmission or electronic mail and confirmed to it at Cantor Commercial Real Estate Lending, L.P., 110 East
59th Street, New York, New York 10022, Attention: Anthony Orso, fax number: (212) 610-3623, with copies to General Counsel, and
(iii) in the case of any of the preceding parties, such other address as may hereafter be furnished to the other party in writing
by such parties.


 


SECTION
18    Amendment. This Agreement may be amended only by a written
instrument which specifically refers to this Agreement and is executed by the Purchaser and the Seller. This Agreement shall not
be deemed to be amended orally or by virtue of any continuing custom or practice. No amendment to the Pooling and Servicing Agreement
which relates to defined terms contained therein or to any obligations or rights of the Seller whatsoever shall be effective against
the Seller unless the Seller shall have agreed to such amendment in writing.


 


SECTION
19    Counterparts. This Agreement may be executed
in any number of counterparts, and by the parties hereto in separate counterparts, each of which when executed and delivered shall
be deemed to be an original and all of which taken together shall constitute


 



    	-17-



     

    




 


one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as
delivery of a manually executed original counterpart of this Agreement.


 


SECTION
20    Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in
Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive
of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party
in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute
a waiver of the right of either party to any other or further action in any circumstances without notice or demand.


 


SECTION
21    No Partnership. Nothing herein contained shall
be deemed or construed to create a partnership or joint venture between the parties hereto. Nothing herein contained shall be
deemed or construed as creating an agency relationship between the Purchaser and the Seller and neither party shall take any
action which could reasonably lead a third party to assume that it has the authority to bind the other party or make
commitments on such party’s behalf.


 


SECTION
22   Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be
waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of
the waiver, discharge or termination is sought.


 


SECTION
23    Further Assurances. The Seller and Purchaser each agree
to execute and deliver such instruments and take such further actions as any party hereto may, from time to time, reasonably request
in order to effectuate the purposes and carry out the terms of this Agreement.


 





*
* * * * *


 



    	-18-



     

    




 





IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.


 





	 	GS MORTGAGE SECURITIES CORPORATION II
	 	 
	 	 By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
Title:
    Vice President











 


	 	CANTOR
COMMERCIAL REAL ESTATE LENDING, L.P.
	 	 
	 	 By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
Title: CoCEO-CCRE





 


 


 


 GS
2015-GS1: CCRE MORTGAGE LOAN PURCHASE AGREEMENT



    	 



    	 



    




 








EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 



    	A-1



     

    




 







	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	 Cut-Off
    Date Balance ($) 	 	Mortgage
    Loan Rate (%)	 	Remaining
    Term To Maturity (Mos.)
	8	 	 	 	 	 	Clover
    Ridge East	 	1445
    East Evergreen Drive	 	Palatine	 	Illinois	 	60074	 	31,500,000	 	4.86200%	 	120
	12	 	 	 	 	 	Bernal
    Plaza	 	105-125
    Bernal Road	 	San
    Jose	 	California	 	95119	 	24,000,000	 	4.30050%	 	120
	16	 	 	 	 	 	Latham
    Crossing & Crossroads Plaza	 	601
    Troy Schenectady Road and 801 Loudon Road	 	Latham	 	New
    York	 	12110	 	15,400,000	 	4.91650%	 	119
	22	 	 	 	 	 	City Plaza
    I, II & III	 	902,
    1205 and 1214 East University Drive	 	Granger	 	Indiana	 	46530	 	8,250,000	 	4.80000%	 	120
	24	 	 	 	 	 	Shaw’s
    Littleton, NH	 	625
    Meadow Street	 	Littleton	 	New
    Hampshire	 	03561	 	7,500,000	 	4.77950%	 	120
	26	 	 	 	 	 	Carthay
    Circle Garden Plaza	 	955
    Carrillo Drive	 	Los
    Angeles	 	California	 	90048	 	7,250,000	 	4.81550%	 	120
	27	 	 	 	 	 	Fort Howard
    Square	 	410
    South Columbia Avenue	 	Rincon	 	Georgia	 	31326	 	7,100,000	 	4.57250%	 	119
	30	 	 	 	 	 	Conyers
    Crossing	 	1485-1527
    Highway 138 Northeast	 	Conyers	 	Georgia	 	30013	 	5,960,000	 	4.67100%	 	119
	31	 	 	 	 	 	1300 West
    Belmont	 	1300
    West Belmont Avenue	 	Chicago	 	Illinois	 	60657	 	5,600,000	 	4.94700%	 	120
	33	 	 	 	 	 	Berryland
    Shopping Center	 	145
    West Pine Street	 	Ponchatoula	 	Louisiana	 	70454	 	5,094,593	 	5.01000%	 	119
	34	 	 	 	 	 	Newell
    Apartments	 	19-21,
    23, 25 and 27 Caldwell Street	 	Boston	 	Massachusetts	 	02129	 	4,900,000	 	4.85450%	 	120
	36	 	 	 	 	 	Farrell-Roeh
    MHC Portfolio	 	 	 	 	 	 	 	 	 	4,200,000	 	4.76800%	 	120
	36.01	 	 	 	 	 	Bayview
    Estates	 	400
    South Harkless Drive	 	Syracuse	 	Indiana	 	46567	 	 	 	 	 	 
	36.02	 	 	 	 	 	Eagles
    Nest Estates	 	877
    East Highway 6	 	Ligonier	 	Indiana	 	46767	 	 	 	 	 	 
	38	 	 	 	 	 	CVS Homosassa	 	3959
    South Suncoast Boulevard	 	Homosassa	 	Florida	 	34448	 	3,000,000	 	4.40000%	 	120
	39	 	 	 	 	 	Wagon Trail
    Industrial	 	4255
    A-B, 4385 Wagon Trail Avenue	 	Las
    Vegas	 	Nevada	 	89118	 	1,748,160	 	5.04450%	 	119


 






     


     


    




 


	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Maturity
    Date	 	Remaining
    Amortization Term (Mos.)	 	Servicing
    Fee Rate (%)	 	Subservicing
    Fee Rate (%)	 	Mortgage
    Loan Seller	 	Crossed
    Group	 	ARD
    (Yes / No)
	8	 	 	 	 	 	Clover
    Ridge East	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	12	 	 	 	 	 	Bernal
    Plaza	 	11/6/2025	 	0	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	16	 	 	 	 	 	Latham
    Crossing & Crossroads Plaza	 	10/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	22	 	 	 	 	 	City Plaza
    I, II & III	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	24	 	 	 	 	 	Shaw’s
    Littleton, NH	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	26	 	 	 	 	 	Carthay
    Circle Garden Plaza	 	11/6/2025	 	0	 	0.00500%	 	0.01000%	 	CCRE	 	NAP	 	No
	27	 	 	 	 	 	Fort Howard
    Square	 	10/6/2025	 	0	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	30	 	 	 	 	 	Conyers
    Crossing	 	10/6/2025	 	0	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	31	 	 	 	 	 	1300 West
    Belmont	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	33	 	 	 	 	 	Berryland
    Shopping Center	 	10/6/2025	 	359	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	34	 	 	 	 	 	Newell
    Apartments	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	36	 	 	 	 	 	Farrell-Roeh
    MHC Portfolio	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	36.01	 	 	 	 	 	Bayview
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	Eagles
    Nest Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CVS Homosassa	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	39	 	 	 	 	 	Wagon Trail
    Industrial	 	10/6/2025	 	359	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No


 






     


     


    

 





	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Companion
    Loan Flag	 	Companion
    Loan Cut-off Balance	 	Companion
    Loan Interest Rate	 	Companion
    Loan Remaining Term To Maturity (Mos.)	 	Companion
    Loan Maturity Date	 	Companion
    Loan Remaining Amortization Term (Mos.)
	8	 	 	 	 	 	Clover
    Ridge East	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	 	 	Bernal
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	 	 	Latham
    Crossing & Crossroads Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	City
    Plaza I, II & III	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	 	 	Shaw’s
    Littleton, NH	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	 	 	Carthay
    Circle Garden Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	 	 	Fort
    Howard Square	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	 	 	Conyers
    Crossing	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	 	 	1300
    West Belmont	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Berryland
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	 	 	Newell
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	 	 	Farrell-Roeh
    MHC Portfolio	 	 	 	 	 	 	 	 	 	 	 	 
	36.01	 	 	 	 	 	Bayview
    Estates	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	Eagles
    Nest Estates	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CVS
    Homosassa	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	 	 	Wagon
    Trail Industrial	 	 	 	 	 	 	 	 	 	 	 	 


 






     


     


    








 





EXHIBIT
B



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


(1)          Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and
not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a senior or pari passu
portion of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment
to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation
or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens,
charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing
rights appointment, or similar agreement, any Other Pooling and Servicing Agreement with respect to a Non-Serviced Mortgage Loan
and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority
to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment
of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such
Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.


 


(2)          Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty
and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by
(a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions
requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may
be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause
(i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere
with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively,
the “Standard Qualifications”).


 

Except
as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without
limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with
the origination of the Mortgage


 


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Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage
Note, Mortgage or other Loan Documents.


 


(3)          Mortgage
Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder
thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended
to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations
set forth in the Standard Qualifications.


 


(4)          Mortgage
Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File
(a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived,
impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the
security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released
from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such
Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor
the related guarantor has been released from its material obligations under the Mortgage Loan.


 


(5)          Lien;
Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of
Leases to the Issuing Entity constitutes a legal, valid and binding assignment to the Issuing Entity. Each related Mortgage
and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal,
valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule,
leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject
only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on Exhibit C (each such
exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject
to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Seller’s
knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances
which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured
against by a lender’s title insurance policy (as described below), and, to the Seller’s knowledge and subject to
the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights
exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related
Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described
below). Notwithstanding anything in this representation to the contrary, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.


 



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(6)          Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land
Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions
or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original
principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to
at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including
any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage,
the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges,
sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title
Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases
(including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if the related Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized
Group; and (g) if the related Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of the related Companion Loan(s)
pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate,
materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided
by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted
Encumbrances”). Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances
are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or,
if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid
and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the
Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially
impair the coverage under such Title Policy.


 


(7)          Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate
mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage
Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property
(other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are
the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Except as set
forth on an exhibit to the applicable Mortgage Loan Purchase Agreement, the Seller has no knowledge of any mezzanine debt secured
directly by interests in the related Mortgagor.


 


(8)          Assignment
of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument
or incorporated into the related


 






    	B-3



    	 



    

 


Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment
of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents
and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain
rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related
leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related
Assignment of Leases, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is
permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents
or for rents to be paid directly to the Mortgagee.


 


(9)          UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or
recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording),
UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of
the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate
such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal
property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted
under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property),
to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the
Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest
on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing
statements are required in order to effect such perfection.


 


(10)        Condition of Property. The Seller or the originator of the Mortgage Loan inspected or caused to be inspected each
related Mortgaged Property within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.


 


An
engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more
than thirteen months prior to the Cut-off Date. To the Seller’s knowledge, based solely upon due diligence customarily
performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property
was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination)
that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.


 


(11)        Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including,
without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property
that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off


 






    	B-4



    	 



    

 


Date have become delinquent
in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient
to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and
warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall
not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon
and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.


 


(12)        Condemnation.
As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and,
to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened,
for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or
operation of the Mortgaged Property.


 


(13)        Actions Concerning Mortgage Loan. As of the date of origination and to the Seller’s knowledge as of the Cut-off
Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to
materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability
of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability
to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan
documents or (f) the current principal use of the Mortgaged Property.


 


(14)        Escrow
Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the
possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace
or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed
with Mortgagee under the related Loan Documents are being conveyed by the Seller to Depositor or its servicer.


 


(15)        No
Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the
Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain
conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other
considerations determined by the Seller to merit such holdback).


 


(16)        Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by
a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
of the related Loan Documents and having a claims-paying or financial strength rating of at least “A-:VIII” from A.M.
Best Company or “A3” (or the equivalent) from Moody’s


 






    	B-5



    	 



    

 


Investors Service, Inc. or “A-” from Standard
& Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to a
customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable
value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and
included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount
necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to
the related Mortgaged Property.


 


Each
related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption
or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).


 


If
any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor
is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.


 


If
the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related
perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering
damage from windstorm and/or windstorm related perils and/or named storms.


 


The
Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability
insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial
mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate.


 


An
architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones
3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario
expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL was based
on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded
that the SEL would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged
Property was obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent)
from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not
less than 100% of the SEL.


 






    	B-6



    	 



    

 


The
Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration
of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding
principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the
right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal
balance of such Mortgage Loan together with any accrued interest thereon.


 


All
premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and
such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies
will inure to the benefit of the Trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance
and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s
reasonable cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial
liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because
of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser
period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium
and no such notice has been received by the Seller.


 


(17)        Access;
Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal
access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and
all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or
more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement
under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made
to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor
to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate
tax lots are created.


 


(18)        No Encroachments. To the Seller’s knowledge based solely on surveys obtained in connection with origination
and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage
Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged
Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except
encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance
or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged
Property except for encroachments that do not materially and adversely affect the value


 






    	B-7



    	 



    

 


 or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except
for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy.


 


(19)        No
Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest
feature or a negative amortization feature or an equity participation by the Seller.


 


(20)        REMIC.
The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages),
and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent
principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including
buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage
Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related
Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or
related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest
must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B)
a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan
(other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).
If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such
Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such
modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment
premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties”
within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings
as set forth in the related Treasury Regulations.


 


(21)        Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable
state or federal laws, regulations and other requirements pertaining to usury.


 


(22)        Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date
that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as
applicable) the


 






    	B-8



    	 



    

 


Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so
authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.


 


(23)        Trustee
under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s
knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is
named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in
accordance with the Mortgage and applicable law by the related Mortgagee.


 


(24)        Local
Law Compliance. To the Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion,
an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative
investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily
mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances, building codes and
land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each
Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable)
and as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy
or (ii) would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. The
terms of the Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations,
zoning and building laws.


 


(25)        Licenses
and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable
governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s
knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance
consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization,
all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related
Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.


 


(26)        Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full
recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may
be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis)
in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant
to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor
shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy
filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor


 






    	B-9



    	 



    

 


made in violation of the Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor
(which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that
has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason
of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation
of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits
to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases
prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental
covenants in the Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some
cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).


 


(27)        Mortgage
Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of
the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, of not
less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion
of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage
Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged
Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not
afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical
access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation
or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding
clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of
the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject
Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y)
the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related
Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes
of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property
constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan
(or related Whole Loan)outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not
less than the amount required by the REMIC Provisions.


 


With
respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor
can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC
Provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged
Property or released to the Mortgagor, if,


 






    	B-10



    	 



    

 


immediately after the release of such portion of the Mortgaged Property from the lien
of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the
remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related
Whole Loan).


 


No
Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits
the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial condemnation,
other than in compliance with the REMIC Provisions.


 


(28)        Financial
Reporting and Rent Rolls. The Mortgage Loan documents for each Mortgage Loan require the Mortgagor to provide the owner or
holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly
(other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place
base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than
one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together
with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet
and statement of income for the Mortgaged Properties on a combined basis.


 


(29)        Acts
of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy
and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program
Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.
With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued
by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to
the Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from
coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage
Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism,
as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute
is not in effect, then provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan
is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism
Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor
is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount. The
“Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance
premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under
the related Loan Documents (without


 






    	B-11



    	 



    

 


giving effect to the cost of terrorism and earthquake components of such casualty and business
interruption/rental loss insurance).


 


(30)        Due
on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale”
or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without
the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with
the requirements of the related Loan Documents (which provide for transfers without the consent of the Mortgagee which are customarily
acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable
to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or
equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance
with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor,
is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers
upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers
of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect
equity in the Mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified
in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded
companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this Exhibit B
or the exceptions thereto set forth on Exhibit C, or (vii) as set forth on an exhibit to the applicable Mortgage Loan Purchase
Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine
debt as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered
with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any
Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase
money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan,
as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or
other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent
to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable out-of-pocket fees
and expenses incurred by the Mortgagee relative to such transfer or encumbrance.


 


(31)        Single-Purpose
Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan
is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with
a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage
Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of
the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean


 






    	B-12



    	 



    

 


an entity, other than an individual, whose organizational
documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents
or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning
and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business
unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented
in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest
in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s)
or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other
person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage
Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.


 


(32)        Defeasance.
With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the
Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified
in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor
is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments
under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first
date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan
permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient
to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser
of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of the
Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant that
the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (v) if the Mortgagor
would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance
collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor
is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to
any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if
rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with
defeasance, including, but not limited to, accountant’s fees and opinions of counsel.


 


(33)        Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
of such Mortgage Loan, except in situations where default interest is imposed.


 






    	B-13



    	 



    

 


(34)        Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold
estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the
land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who
may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground
lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax
abatement or other benefit.


 


With
respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part,
and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon
the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its
successors and assigns, the Seller represents and warrants that:


 


(a)            The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from
the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of
the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the
security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination
of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;


 


(b)           
The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the
prior written consent of the Mortgagee;


 


(c)            The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the
stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the
stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);


 


(d)            The
Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance
and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;


 


(e)            The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground
Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor


 






    	B-14



    	 



    

 


thereunder
(provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event
it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent
of (but with prior notice to) the lessor;


 


(f)             The Seller has not received any written notice of material default under or notice of termination of such Ground Lease.
To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage
of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s
knowledge, such Ground Lease is in full force and effect as of the Closing Date;


 


(g)            The
Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice
of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is
given to the Mortgagee;


 


(h)           The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of
the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;


 


(i)           
The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a
prudent commercial mortgage lender;


 


(j)           
Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
(taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or
taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged
Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the Mortgagee
or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the
payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;


 


(k)            In
the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to
the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage
Loan, together with any accrued interest; and


 






    	B-15



    	 



    

 


(l)            
Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed
to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground
Lease in a bankruptcy proceeding.


 


(35)        Servicing. The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been,
in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.


 


(36)        Origination and Underwriting. The origination practices of the Seller (or the related originator if the Seller
was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its
origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material
respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage
Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal,
state or local law otherwise covered in this Exhibit B.


 


(37)        No
Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace
or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more
than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the
Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related
Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration,
which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects
the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however,
that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically
pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in this Exhibit
B (including, but not limited to, the prior sentence). No person other than the holder of such Mortgage Loan may declare any event
of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.


 


(38)        Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of
the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof,
is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy,
insolvency or similar proceeding.


 


(39)        Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational
documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan (or the related
Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the United


 






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States of America, the
District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized
and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under
another Mortgage Loan.


 


(40)        Environmental
Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and,
with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting
ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months
prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of
recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”)
at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition
or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an
amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material
noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and
is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing
materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the
ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental
report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action
or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the
related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental
consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal
liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition
was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc.,
Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor was identified
as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated
to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated
to be adequate to address the situation is required to take action. To the Seller’s knowledge, except as set forth in the
ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged
Property.


 


(41)        Appraisal.
The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage
Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the
Appraisal Institute (“MAI”) and, to the Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged
Property or the Mortgagor or in any loan made on the


 






    	B-17



    	 



    

 


security thereof, and whose compensation is not affected by the approval
or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal
satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal
Standards Board of the Appraisal Foundation. Each appraisal contains a statement, or is accompanied by a letter from the appraiser,
to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.


 


(42)        Mortgage
Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached
as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date
and contains all information required by the Pooling and Servicing Agreement to be contained in the Mortgage Loan Schedule.


 


(43)        Cross-Collateralization. Except with respect to a Mortgage Loan that is part of a Whole Loan no Mortgage Loan is
cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except as set forth on
Exhibit C.


 


(44)        Advance of Funds by the Seller. After origination, no advance of funds has been made by the Seller to the related
Mortgagor other than in accordance with the Loan Documents, and, to the Seller’s knowledge, no funds have been received
from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other
than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by
the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither
the Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan,
other than contributions made on or prior to the date hereof.


 


(45)        Compliance
with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering
laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage
Loan.


 


For
purposes of these representations and warranties, “Mortgagee” means the mortgagee, grantee or beneficiary under any
Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of
such party.


 


For
purposes of these representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s
belief” and other words and phrases of like import mean, except where otherwise expressly set forth in these representations
and warranties, the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the
underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations
and warranties.





 



    	B-18



    	 



    




 





Exhibit
B-30-1



List of Mortgage Loans with Current Mezzanine Debt





 


None.


 



    	B-30-1-1



     

    




 





Exhibit
B-30-2



List of Mortgage Loans with Permitted Mezzanine Debt





 


None.


 



    	 B-30-2-1



     


    




 





Exhibit
B-30-3



List of Cross-Collateralized and Cross-Defaulted Mortgage Loans 





 


None.


 



    	B-30-3-1



     

    




 





EXHIBIT
C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 





 


	Representation

                                         Number on Exhibit B





	 	Mortgage
                                         Loan Name

                                         and Number as

                                         Identified on Exhibit A

        
	 	Description
                                         of Exception

        

	 	 	 	 	 	 
	(16)	Insurance	 	Shaw’s
    Littleton, NH (Loan No. 24) 	 	The Mortgage
    Loan permits borrower’s insurance obligations to be satisfied by the sole tenant.  Provided tenant does not
    have the right to terminate the lease with respect to any casualty or condemnation, insurance proceeds will be payable to
    tenant to be used to restore the property. There is a carve-out for any loss suffered by lender due to tenant’s misapplication
    of insurance proceeds, condemnation awards, or any other monetary collateral for the loan.
	 	 	 	 	 	 
	(26)	Recourse 

    Obligations	 	Clover Ridge
    East (Loan No. 8)	 	The Mortgage
    Loan stipulates that with respect to misapplication of any rents during an event of default, under no circumstances will funds
    which are applied by borrower to pay the ordinary and necessary expenses of operating, maintaining, repairing and/or replacing
    (excluding enhancements, but including replacements of existing worn, damaged or obsolete items) the property or funds delivered
    to lender be deemed to have been misapplied, misappropriated or converted.
	 	 	 	 	 	 
	(31)	Single-Purpose 

    Entity	 	Bernal Plaza

    (Loan No. 12)	 	No non-consolidation
    opinion was delivered. The requirement was waived.
	 	 	 	 	 	 
	(31)	Single-Purpose

    Entity	 	Latham Crossing
    & Crossroads Plaza

    (Loan No. 16)	 	Borrower is a
    recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
	 	 	 	 	 	 
	(31)	Single-Purpose

    Entity	 	City Plaza I,
    II & III

    (Loan No. 22)	 	Borrowers are
    each a recycled SPE that has never owned other property.  There are no exceptions to the standard “backward”
    representations.
	 	 	 	 	 	 
	(31)	Single-Purpose

    Entity	 	Shaw’s
    Littleton, NH (Loan No. 24) 	 	Borrower is a
    recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
	 	 	 	 	 	 
	(31)	Single-Purpose 

    Entity	 	1300 West Belmont
    (Loan No. 31)	 	Borrower is a
    recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
	 	 	 	 	 	 
	(31)	Single-Purpose 

    Entity	 	Berryland Shopping
    Center

    (Loan No. 33) 	 	Borrower is a
    recycled SPE. There are no exceptions to the standard “backward” representations.
	 	 	 	 	 	 
	(31)	Single-Purpose 

    Entity	 	Farrell-Roeh
    MHC Portfolio

    (Loan No. 36) 	 	Borrower is a
    recycled SPE. There are no exceptions to the standard “backward” representations.
	 	 	 	 	 	 
	(31)	Single-Purpose 

    Entity	 	Wagon Trail Industrial
    (Loan No. 39) 	 	Borrower is a
    recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Fort Howard Square
    (Loan No. 27) 	 	Borrower is an
    affiliate of the borrower under the Conyers Crossing mortgage loan. The loans are not cross-collateralized or cross-defaulted.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Conyers Crossing

    (Loan No. 30) 	 	Borrower is an
    affiliate of the borrower under the Fort Howard Square mortgage loan. The loans are not cross-collateralized or cross-defaulted.





 






    	C-1



     

    




 


EXHIBIT
D



FORM OF OFFICER’S CERTIFICATE


 


[                             ]
(“Seller”) hereby certifies as follows:


 


1.           
All of the representations and warranties (except as set forth on Exhibit C) of the Seller under the Mortgage Loan
Purchase Agreement, dated as of November 1, 2015 (the “Agreement”), between GS Mortgage Securities Corporation
II and Seller, are true and correct in all material respects on and as of the date hereof (or as of such other date as of which
such representation is made under the terms of Exhibit B to the Agreement) with the same force and effect as if made on and
as of the date hereof (or as of such other date as of which such representation is made under the terms of Exhibit B to the
Agreement).


 


2.           
The Seller has complied in all material respects with all the covenants and satisfied all the conditions on its part to
be performed or satisfied under the Agreement on or prior to the date hereof, and no event has occurred which would constitute
a default on the part of the Seller under the Agreement.


 


3.           
Neither the Prospectus, dated November 9, 2015 (the “Base Prospectus”), as supplemented by the
Prospectus Supplement, dated November 17, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus,
the “Prospectus”), relating to the offering of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D and Class X-D Certificates,
nor the Offering Circular, dated November 17, 2015 (the “Offering Circular”), relating to the offering of the
Class E, Class F, Class G and Class R Certificates, in the case of the Prospectus, as of the date of the Prospectus
Supplement or as of the date hereof, or the Offering Circular, as of the date thereof or as of the date hereof, included or includes
any untrue statement of a material fact relating to the Seller, the Mortgage Loans, the related Mortgaged Properties and the related
Mortgagors and their respective affiliates, or omitted or omits to state therein a material fact relating to the Seller, the Mortgage
Loans, the related Mortgaged Properties and the related Mortgagors and their respective affiliates required to be stated therein
or necessary in order to make the statements therein relating to the Seller, the Mortgage Loans, the related Mortgaged Properties
and the related Mortgagors and their respective affiliates, in the light of the circumstances under which they were made, not
misleading.


 


For
the purposes of the foregoing certifications, with respect to any description contained in the Prospectus and the Offering Circular
of the terms or provisions of or servicing


 






    	D-1



     

    




 


arrangements under any Other Pooling and Servicing Agreement governing the servicing
of a Non-Serviced Whole Loan, to the extent that such description refers to any terms or provisions of or servicing arrangements
under the Pooling and Servicing Agreement, the Seller has assumed that the description of such terms or provisions of or servicing
arrangements under the Pooling and Servicing Agreement contained in the Prospectus and the Offering Circular (i) does not include
an untrue statement of a material fact and (ii) does not omit to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading.


 


Capitalized
terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Pooling
and Servicing Agreement.


 


[SIGNATURE
APPEARS ON THE FOLLOWING PAGE]


 



    	D-2



     

    




 





 


	Certified this 1st day of December, 2015.	 

                     

	 	CANTOR COMMERCIAL REAL ESTATE 
 LENDING, L.P.
	 	 
	 	 By:	 
	 	 	 Name:
 Title:



 



    	D-3